TEXAS INSTRUMENTS INCORPORATED | Allow stockholders to act by written consent at TEXAS INSTRUMENTS INCORPORATED

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
TXN
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Texas Instruments shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for TXN shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting - yet TXN made the threshold 25% of shareholders based on all shares outstanding. This proposal topic won outstanding 78% TXN shareholder support at the 2021 TXN annual meeting without any special effort by the proponent and against the headwind of opposition from TXN. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when TXN is underperforming. Now could be a ripe time for this proposal since TXN stock was at $202 in 2021 and at only $160 in late 2025 despite a robust stock market. There are challenging news reports regarding TXN that argue for a greater standing for TXN shareholders to engage with TXN. Following its Q3 earnings report, TXN offered a fourth-quarter revenue and profit forecast that fell short of analysts’ estimates. TXN’s guidance indicated a slowing recovery in the analog chip market, as well as cautious spending from customers due to economic uncertainty and mounting trade tensions. In response, TXN’s stock experienced its largest drop in 3-months. Reports in October 2025 indicated that TXN was planning layoffs while simultaneously hiring foreign workers on H-1B visas. In September, China’s Ministry of Commerce launched an anti-dumping investigation targeting U.S. chipmakers, including Texas Instruments. The inquiry increased geopolitical risk for TXN and introduced new uncertainty for its business access and competitive position in the Chinese market. Following the October financial results, some analysts raised concerns over the sustainability of TXN’s dividend. Analysts cited mounting capital expenses for new manufacturing plants and slower projected revenue growth as potential pressures on the company’s free cash flow. In August 2025, a lawsuit was filed charging that Texas Instruments had infringed upon semiconductor technology patents. There were reports earlier in the year noting that unresolved tariff and regulatory issues were causing customer hesitancy and impacting TXN performance. Please vote yes: Shareholder Right to Act by Written Consent

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